Amsterdam, 28 July 2015 - Heineken N.V. (EURONEXT: HEIA; OTCQX: HEINY) today announces that HEINEKEN, Diageo plc and The Ohlthaver & List ('O&L') Group of Companies, the majority shareholder of Namibia Breweries Limited ('NBL'), have agreed to restructure their respective joint venture operations in South Africa and Namibia.

South Africa
brandhouse Beverages (Pty) Ltd ('brandhouse') is a 50/50 distribution and cost sharing joint venture between Diageo and DHN Drinks (Pty) Limited ('DHN'). DHN is the entity which holds the licences for the combined beer, RTD and cider portfolio of HEINEKEN, Diageo and NBL. HEINEKEN and Diageo each own a 42.25% stake in DHN with NBL owning the remaining 15.5%.

Diageo will sell its 42.25% stake in DHN, which will result in HEINEKEN increasing its stake from 42.25% to 75% and NBL increasing its stake from 15.5% to 25%. NBL will acquire the 25% stake that Diageo owns in Sedibeng (Pty) Limited ('Sedibeng') the entity which owns the Sedibeng brewery in Gauteng, Johannesburg. HEINEKEN will retain its existing 75% stake in Sedibeng, which was built in 2009 and has a capacity of 4.5mln hl.

NBL and HEINEKEN have agreed a new joint venture in South Africa. The new arrangement will be fully focused on developing the beer portfolio and provides HEINEKEN with increased commercial control of its key brands in South Africa. South Africa is the biggest beer market in the region, with a growing middle-class population and strong GDP growth. The beer market is expected to grow approximately 1.5% per annum to 35 million hectolitres by 2024.

As a result of the agreement, and subject to regulatory approvals, the existing brandhouse, DHN and Sedibeng joint ventures will be dissolved ahead of the previously agreed April 2018 termination date. During the transition period, brandhouse will continue to operate as normal, and a transition agreement is in place between the three parties to ensure business continuity until HEINEKEN and NBL complete the establishment of a new marketing, sales and distribution business in South Africa.

Namibia
As part of the restructuring, the three parties have agreed a new ownership structure for NBL. HEINEKEN will acquire the 15% indirect stake that Diageo owns in NBL, increasing its indirect ownership to 29.9%. O&L will retain its 30.1% indirect stake with the balance being held by local shareholders.

HEINEKEN will pay a total net cash consideration of c. ZAR 1.9bn (c. EUR 136mln) to Diageo for the equity and debt positions it acquires in Sedibeng, DHN and NBL. Completion of the transaction is expected in Q4 2015 and is subject to customary regulatory approvals.

Commenting on the transaction, Jean-François van Boxmeer, HEINEKEN CEO and Chairman of the Executive Board, said:

"For the past 11 years we have benefitted enormously from our close collaboration with Diageo and I would like to thank them for their valued partnership and wish them well for their future in the region. Our new structure allows us to focus fully on the beer category and strengthens our platform for continued growth in the premium segment of the market. We look forward to working with our longstanding partner Namibian Breweries and developing our business further in this important part of the global beer market."

Commenting on the transaction Ivan Menezes, CEO Diageo plc said:
"We have worked very successfully with HEINEKEN and NBL throughout our partnership, growing the beer business and establishing market leadership in spirits. From this leadership position we now believe that Diageo has the necessary scale to move to the next stage of growth for spirits, RTD's and our beer and cider portfolio in a focused, simplified ownership structure."

Commenting on the transaction, Sven Thieme, Executive Chairman of O&L, said:

"We are delighted to have entered into a new partnership with HEINEKEN, having worked so closely with them for many years now. The region has strong demographics and compelling prospects for future growth. We look forward to this next stage of our journey."

-ENDS-